By using the Citera platform or services, the Client acknowledges and agrees to be bound by the following Standard General Conditions. These terms apply unless a separate written agreement is in place between the Client and Citera Inc. (“Citera”), a company legally incorporated with its head office at 4466, av. Harvard, Montreal (Quebec) H4A 2X1.
- Representations, Warranties, and General Obligations.
a. Citera. Citera is a corporation incorporated under the laws of Canada and is entitled to enter into this Agreement and perform its obligations hereunder.
b. Customer. The Client is duly incorporated under the laws of its jurisdiction of formation and is authorized to enter into this agreement and to perform its obligations hereunder. This Agreement has been duly and validly authorized, signed, and delivered by the Client and constitutes a lawful, valid, and binding obligation for the Client. The Client cooperates with Citera in providing the Services. The Customer is responsible for the timeliness, accuracy, and completeness of all data and information provided to Citera. Citera will not verify this information independently.
- Confidentiality.
Citera will treat as confidential all confidential information obtained from the Customer in the course of providing the Services and, except in the manner provided for by this clause, will not use or disclose such information, except in the context of providing the services. This restriction does not apply to any confidential information: which Citera is required to disclose by law or professional standards, which subsequently becomes part of the public domain, which is or becomes known to Citera now or in the future without breach of any obligation of confidentiality hereunder, or which is developed by Citera in a manner independent. Citera remains in compliance with all applicable legislation regarding respect for privacy, confidentiality, and the collection, retention, and dissemination of personal information during the provision of services.
- Intellectual Property Rights.
Citera retains all rights, including intellectual property rights, in all documents, software, documentation, tools, know-how, techniques, processes, and methodologies that may be provided to Customer (the “Deliverables”) or created or used by Citera in providing the Services. Citera grants the Client a non-exclusive, non-transferable, and perpetual license to use the Deliverables over which Citera has intellectual property rights, solely for the purpose of receiving the services and for the duration of this agreement. This Agreement shall not be construed to exclude or limit in any way the right of Citera to (i) provide similar or other services of any kind to any person or entity, or (ii) develop for Citera or others anything that competes with the Deliverables, or anything created or used by Citera to provide the Services.
- Authorization and Limitation of Liability.
The Client hereby authorizes Citera to claim the Client's property on the GHG Emission Disclosure and Energy Star portals for the applicable jurisdictions, including but not limited to the City of Montreal, Boston, Ontario, New York, and Vancouver, and to make the necessary submissions on the Client's behalf in compliance with the relevant local regulations, such as Montreal's By-law Concerning Greenhouse Gas Emission Disclosures and Ratings of Large Buildings. The Client acknowledges that Citera acts solely as a facilitator for the submission of data and information as provided by the Client.
The Client affirms that all data and information provided to Citera for submission are accurate and complete to the best of the Client's knowledge. Citera shall not be held responsible for any inaccuracies, misrepresentations, or misinformation in the submission resulting from data provided by the Client or any third party.
Furthermore, the Client agrees to indemnify and hold Citera harmless from any liability, penalties, or consequences arising from the submission of information to the GHG emission reporting systems in these jurisdictions. Citera is absolved of all liability with respect to any errors, omissions, or misrepresentations in the submission, including but not limited to any fines, penalties, or non-compliance issues that may result from the submission.
- Marketing Use.
The Client agrees that Citera may use the Client’s name and logo for marketing purposes, including in customer lists, case studies, website references, and promotional materials, provided such use does not disclose confidential information and is limited to indicating that the Client is a user of Citera’s services.
- Use of Data.
The Customer acknowledges and agrees that Citera holds access to all data provided by the Customer through the platform for the purpose of delivering services. Citera will treat all customer data accessed for these purposes as confidential and will not use such data outside of delivering the contracted services. Citera will ensure that no confidential information about the Customer or its clients is disclosed or used for any other purpose.
- Termination.
This agreement is entered into for an initial period corresponding to the period selected by the Client at the time of sign-up (the “initial period”) and will automatically renew for successive periods equal to the initial period, unless the Client provides Citera written notice of its intention not to renew no later than the day of renewal of the current period. In the event of termination by the Client, the Client agrees to pay Citera all fees due up to the end of the current period, including any partial period.
In the event of termination under this clause, the Client agrees to pay Citera for reasonable labor hours and expenses incurred in terminating the Services promptly and in an orderly manner.
The Client may also terminate this Agreement immediately upon written notice in the event of any breach by Citera of any material term of this Agreement that is not cured within thirty (30) days of receipt of written notice of the breach from the Client.
Citera may also immediately terminate this agreement in the event of non-payment of fees by the Client.
- Indemnities.
Citera agrees to release the Customer and its directors, officers, and employees from all liability for any claims, suits, penalties, and expenses, including legal fees and costs, and from any settlements, judgments, and costs resulting or arising from any criminal conduct or fraud committed by Citera or any of its directors, officers, or employees in providing the services set forth in this Agreement.
The Customer agrees to release Citera and its directors, officers, and employees from any liability for any claims, suits, penalties, and expenses, including legal fees and costs, and any settlements, judgments, and costs arising out of or resulting from any function of Citera under or in connection with this Agreement, unless such liability is determined to be the direct result of criminal conduct or fraud committed by Citera or any of its directors, officers, or employees. Citera's liability, if any, to any person arising out of or in any way relating to this Agreement or the performance of its duties and obligations hereunder is limited, for all purposes, to in total, direct damages and an amount not exceeding the equivalent of twelve (12) months of fees paid by the Customer hereunder for the period preceding the event giving rise to the claim. No action, whatever its form, arising out of or relating to this agreement may be brought against Citera more than one (1) year after the cause of action arose. Under no circumstances and at no time will Citera be liable for any loss of profits, shortfall, failure to make savings anticipated, or any indirect, special, or consequential damages, even if it has been informed of the possibility of such damages.
- Independent Contractor.
It is understood and agreed that each party is an independent contractor, and that neither party is nor can be considered an agent, distributor, partner, trustee, or representative of the other. Neither party may act in this capacity with regard to the other, or present itself directly or implicitly as having this capacity, nor assume or create any obligation on behalf of the other or in its name.
- Applicable Law.
This agreement is governed by the laws of the province of Quebec and the laws of Canada applicable thereto.
- Completeness of the Agreement.
This agreement constitutes the entire agreement between the parties regarding the services provided for herein and prevails over all other written or oral representations, proposals, understandings, or agreements regarding the subject matter hereof. This agreement may only be modified in writing by the parties.
- Notice.
Unless otherwise specified, any notice required to be given to a party under this Agreement must be in writing and delivered by hand or courier, sent by email or prepaid registered mail, or transmitted by facsimile. Notices given to the Client must be sent to the address indicated in this agreement. Notices given to Citera must be sent to:
Citera Inc.
4466 Harvard, Montreal (Quebec) H4A 2X1
- Severability.
If any provision of this Agreement is found to be invalid, void, or unenforceable, the remainder of this Agreement shall not be affected, impaired, or invalidated, and each of the remaining provisions shall be valid and enforceable to the fullest extent permitted by law.
- Amendments.
No amendment, supplement, restatement, or termination of any provision of this Agreement shall be binding unless contained in a writing signed by each party to this Agreement at the time of the amendment, supplement, restatement, or termination.
- Force Majeure.
A party is not responsible for failure to perform its obligations under this Agreement if such failure is due to an act of God, fire or explosion, strike, lockout, war situation, act of military authority, terrorist attacks, power outages, rebellion, or civil disobedience, or other impediment beyond its control.
- Survival.
Conditions which by their nature survive the expiration or termination of this Agreement shall survive, including clauses 2, 3, 4, 5, 6, 8, 10, and 15.
- Assignment.
This Agreement shall be binding upon the parties and their respective successors and permitted assigns. Citera is authorized to assign, transfer, or delegate any of its rights or obligations to any subsidiary or any successor in interest to all or substantially all of its assets or activities of the relevant division of Citera, and this, without your consent, in which case such subsidiary or successor in interest will be bound by the terms of this agreement and will be entitled to its benefit.
